Common use of Grossing-up Clause in Contracts

Grossing-up. 5.1 All sums payable by the Covenantor to the Purchaser under this Schedule shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Schedule, the Covenantor shall be obliged to pay to the Purchaser such sum as will, after the deduction or withholding has been made, leave the Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 If the Purchaser incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Schedule, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Purchaser is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 5.3 If the Purchaser would, but for the availability of a relief, incur a taxation liability falling within paragraph 5.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 5.1 11.1 All sums payable by the Covenantor Warrantor to the Purchaser Buyer under this Schedule Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this ScheduleTax Covenant, the Covenantor Warrantor shall be obliged to pay to the Purchaser Buyer such sum as will, after the deduction or withholding has been made, leave the Purchaser Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 11.2 If the Purchaser Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Purchaser Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 5.3 11.3 If the Purchaser Buyer would, but for the availability of a reliefBuyer’s Relief, incur a taxation liability falling within paragraph 5.211.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 5.1 10.1 All sums payable by the Covenantor to the Purchaser under this Schedule shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from in respect of any of the sums payable under this Schedule, the Covenantor payor shall be obliged to pay to the Purchaser recipient such sum as will, after the deduction or withholding has been made, leave the Purchaser recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 10.2 If the Purchaser recipient of a payment incurs a taxation Tax liability which results from, or is calculated by reference to, any sum paid under this Schedule, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation Tax liability, the Purchaser recipient is left with a net sum equal to the sum it would have received had no such taxation Tax liability arisen. 5.3 10.3 If the Purchaser would, but for the availability of a reliefPurchaser’s Relief, incur a taxation Tax liability falling within paragraph 5.210.2 of this Schedule 5, it the Purchaser shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 5.1 9.1 All sums payable by the Covenantor Sellers to the Purchaser Buyer under this Schedule Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this ScheduleTax Covenant, the Covenantor Sellers shall be obliged to pay to the Purchaser Buyer such sum as will, after the deduction or withholding has been made, leave the Purchaser Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 9.2 If the Purchaser Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Purchaser Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 5.3 9.3 If the Purchaser Buyer would, but for the availability of a reliefBuyer’s Relief, incur a taxation liability falling within paragraph 5.29.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 9.1 or paragraph 9.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 5.1 6.1 All sums payable by the Covenantor to the Purchaser under this Schedule schedule shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Scheduleschedule, the Covenantor payer shall be obliged to pay to the Purchaser payee such sum as will, after the deduction or withholding has been made, leave the Purchaser payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 6.2 If the Purchaser recipient of a payment under this schedule incurs a taxation liability to Taxation which results from, or is calculated by reference to, any sum paid under this Scheduleto such payment (or would incur such a liability but for the availability of a Relief), the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liabilityliability to Taxation, the Purchaser recipient is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 5.3 6.3 If a sum payable under this schedule is increased under paragraph 6.1 or paragraph 6.2 and the Purchaser wouldpayee determines that a Relief attributable to such increased payment has been obtained, but for utilised and retained by it, then the availability of a relief, incur a taxation liability falling within payee shall repay to the payer such amount as the payee determines will leave it in the same after-tax position (after that repayment) as it would have been in had an increased payment not been required under paragraph 5.2, it shall be deemed for the purposes of that 6.1 or paragraph to have incurred and paid that liability6.2.

Grossing-up. 5.1 11.1 All sums payable by amounts due under this Tax Schedule from the Covenantor Sellers to the Purchaser under this Schedule Purchasers (or from the Purchasers to the Sellers shall be paid free and clear of all deductions in full without any set-off (except to the extent provided in this Agreement), counterclaim, deduction or withholdings whatsoever, save only as may be withholding (other than any deduction or withholding required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Schedule, the Covenantor payer shall be obliged to pay to the Purchaser payee such sum as will, after the deduction or withholding has been made, leave the Purchaser payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. The Sellers or the Purchasers, as the case may be, shall furnish to the other such forms and certificates as it is legally able to furnish so as to reduce or eliminate any such deduction or withholding. 5.2 11.2 If the Purchaser incurs Purchasers incur, or would have incurred but for the use of a taxation Relief, a Tax liability which results from, or is calculated by reference to, any sum paid under this Tax Schedule, the amount so payable shall will be increased by to such amount sum as will ensure that, after payment of the taxation Tax liability, the Purchaser is Purchasers are left with a net sum equal to the sum it would have received had no such taxation Tax liability arisen. 5.3 If the Purchaser would, but for the availability of a relief, incur a taxation liability falling within paragraph 5.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 5.1 10.1 All sums payable by any of the Covenantor Sellers to the Purchaser under this Schedule Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this ScheduleTax Covenant, the Covenantor relevant Seller shall be obliged to pay to the Purchaser such sum as will, after the deduction or withholding has been mademade (and after taking into account any credit in respect of Tax to which the Purchaser is entitled in respect of any such deduction or withholding), leave the Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 5.2 10.2 If the Purchaser incurs a taxation Taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation Taxation liability, the Purchaser is left with a net sum equal to the sum it would have received had no such taxation Taxation liability arisen. 5.3 10.3 If the Purchaser would, but for the availability of a reliefPurchaser’s Relief, incur a taxation Taxation liability falling within paragraph 5.210.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 The Sellers shall not be liable to make any payment or payments under either paragraph 10.1 or paragraph 10.2 to the extent such liability would not have arisen but for any assignment of or other succession to the benefit of this Schedule or any other provision of this Agreement.